Fund Formation

Fund formation docs
with consistent terms throughout.

Enter your fund terms once. Get the PPM, subscription agreement, operating agreement, investor questionnaire, side letter template, and Form D back as a set. Every definition, number, and term stays consistent across all six documents.

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Run a sample fund in any of the 6 fund types. No credit card required.

The consistency problem

When your PPM says a 2% management fee and your operating agreement says 2.5%, that's a securities issue. When the subscription agreement references a provision that doesn't exist in the OA, someone has to find it. OpenShut generates all six documents from one set of inputs so terms, defined terms, and cross-references stay aligned across every document.

Six documents, each with the sections that matter

Expand each document to see what's inside.

PPM

Private Placement Memorandum

  • Fund strategy and target returns
  • Fee structure (management, carry, preferred)
  • Risk factors specific to your fund type
  • Conflicts of interest disclosure
  • LP rights and governance
  • Tax considerations and elections
Sub

Subscription Agreement

  • Capital commitment amount
  • Accreditation representations
  • Suitability confirmations
  • Tax status and entity type
  • Adapts for 506(b) or 506(c)
OA

Operating Agreement

  • Management authority and delegation
  • Distribution waterfall with GP catch-up
  • Voting rights and LP advisory committee
  • Transfer restrictions and ROFR
  • Key person provisions
  • GP removal mechanics
IQ

Investor Questionnaire

  • Income test ($200K / $300K joint)
  • Net worth test ($1M excl. primary residence)
  • SEC credentials (Series 7, 65, or 82)
  • Entity type and tax ID
  • Pure template, no AI needed
SL

Side Letter Template

  • Fee discounts and rebates
  • Co-investment rights
  • Information and reporting rights
  • MFN (most favored nation) clauses
  • Custom terms per investor
SEC

Form D Draft

  • Pre-filled SEC notice of exempt offering
  • File on EDGAR within 15 days of first sale
  • Fund details auto-populated
  • Pure template, no AI needed

Your firm details (wire instructions, bank info) are pulled from your organization profile and filled in automatically. You can update them anytime in Settings.

506(b) or 506(c). Pick one, the docs adjust.

506(b)Most common
  • Up to 35 non-accredited but sophisticated investors
  • No general solicitation or advertising
  • Self-certification of accredited status accepted
  • Best for funds with existing investor relationships
506(c)Broader outreach
  • All investors must be verified accredited
  • General solicitation and advertising allowed
  • Third-party verification required (income, net worth, or Series 7/65/82)
  • Stricter on qualification, but lets you market the fund

Six fund types

Each fund type changes the risk factors, redemption terms, fee structures, and regulatory disclosures in your documents.

Private Equity

Buyouts, growth equity, turnarounds. 10-year fund life with extensions. European or American waterfall with GP catch-up. Clawback provisions. Section 1061 carried interest (3-year hold for LTCG). ILPA reporting and performance templates for Q1 2026. HSR filing at $133.9M (2026 threshold).

Venture Capital

Seed through growth stage. Exempt reporting adviser under Rule 203(l)-1. QSBS tracking per Section 1202: $15M exclusion cap and $75M gross assets threshold for stock issued after July 2025 (OBBBA). Section 1045 rollovers. Follow-on reserves and pro rata rights in the PPM.

Real Estate

Acquisition, development, value-add. FIRPTA withholding at 15% for foreign LPs. Section 1250 depreciation recapture at 25%. REOC test for ERISA exemption (50% real estate equity, 50% of time). Cost segregation and bonus depreciation at 20% for 2026. Property-level capital calls.

Hedge Fund

Long/short, macro, multi-strategy. CFTC/CPO registration or Rule 4.7/4.13 exemption. Form PF filing (compliance date October 2026). Section 1256 mark-to-market (60/40 treatment). Redemptions, lockups, gates, side pockets, equalization, and high-water marks. NFA Rule 2-46 reporting.

Credit

Direct lending, mezzanine, distressed. UBTI implications for tax-exempt LPs on debt-financed income. Portfolio interest exemption for foreign holders. OID and market discount rules. CLO/ABS risk retention (5%). CECL expected credit loss accounting. Recycling and subscription line provisions.

Infrastructure

Energy, transport, utilities, digital. 12-15 year fund terms. CFIUS review for foreign investors ($5M/violation penalty). ITC at 6% base or 30% with prevailing wage compliance. Section 6418 credit transferability (OBBBA restricts transfers to prohibited foreign entities). Bonus depreciation at 20% for 2026.

Securities compliance checks

Reg D and offering

  • 506(b) vs. 506(c) verification applied
  • Accredited investor: $200K/$300K income or $1M net worth
  • Qualified client: $1.1M AUM or $2.2M net worth (next adjustment May 2026)
  • Bad actor disqualification (Rule 506(d))
  • Form D pre-filled for 15-day EDGAR window
  • Reg A Tier 1 ($20M) and Tier 2 ($75M) supported

Investment Company Act

  • 3(c)(1): 100-investor limit
  • 3(c)(7): qualified purchaser ($5M investments)
  • 3(c)(5)(C): real estate fund exemption
  • ERISA 25% benefit plan investor test
  • VCOC and REOC exemption tracking
  • Form PF compliance (deadline October 2026)

Tax and structure

  • Carried interest 3-year hold (IRC 1061)
  • QSBS Section 1202: $15M cap, $75M gross assets (OBBBA 2025)
  • FIRPTA withholding for foreign LPs (15%)
  • ITC/PTC energy credits and Section 6418 transfers
  • Capital accounts per IRC 704(b)
  • FinCEN BOI (domestic companies exempt since March 2025)

What you provide, what you get back

Every field you enter and every document that comes out.

You provide

Jurisdiction

  • Country (US, UK, Canada, Australia, UAE, Singapore, EU, China, Hong Kong, Japan, Cayman Islands, Israel)
  • State or province (auto-populated per country)
  • Currency (auto-set per country)

Fund information (required)

  • Project name
  • Fund name
  • Fund type: private equity, venture capital, real estate, hedge fund, credit, or infrastructure
  • GP entity name

Fund terms and structure (optional)

  • Exemption type: Reg D 506(b), Reg D 506(c), Reg A Tier 1, Reg A Tier 2, or Reg CF (US funds only)
  • Fund term (years)
  • Target raise amount
  • Minimum investment amount
  • Management fee (%)
  • Carried interest (%)
  • Preferred return (%)
  • Geographic focus
  • Investment strategy (free text)

Source documents you can upload

  • Existing fund documents or prior fund PPM
  • Term sheets
  • Partnership or operating agreements
  • Side letter templates
  • GP commitment documentation
  • Investment policy or strategy memos

You get back

6 fund formation documents

  • Private Placement Memorandum (PPM) — Full offering document with risk factors, fund terms, tax considerations, and regulatory disclosures tailored to your fund type and jurisdiction
  • Subscription Agreement — Investor onboarding with accreditation verification, suitability representations, and capital commitment terms
  • Operating Agreement (LP/LLC) — Fund governance, capital accounts, allocation waterfall, GP removal provisions, and dissolution terms
  • Investor Questionnaire — Accredited investor verification, beneficial ownership, AML/KYC collection, ERISA status, and tax classification
  • Side Letter Template — MFN provisions, fee discounts, co-investment rights, information rights, and excuse/exclusion provisions
  • Form D Draft (US only) — SEC notice filing with issuer info, offering details, and investor counts pre-populated

Fund-type-specific overlays

  • Private equity: commitment periods, drawdown schedules, clawback provisions, key person clauses
  • Venture capital: pro rata rights, anti-dilution, information rights, board observer seats
  • Real estate: property-level reporting, leverage limits, REIT qualification tests, cost segregation
  • Hedge fund: redemption gates, side pockets, NAV suspension, high-water marks, crystallization

Every document includes jurisdiction-specific compliance checks: Reg D requirements (US), FCA/FPO thresholds (UK), NI 45-106 exemptions (Canada), ASIC requirements (Australia), DFSA/ADGM rules (UAE), MAS licensing (Singapore), and more.

See what the full fund package looks like.

Six documents, consistent terms. Free demo in any fund type.

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